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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
                                   FORM 10-K/A
                          AMENDMENT NO. 2 TO FORM 10-K

                  FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
           SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

             (MARK ONE)

                 [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                                       OR

                [  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

         FOR THE TRANSITION PERIOD FROM ______________ TO _____________

                        COMMISSION FILE NUMBER 001-12799

                            ------------------------

                                 VITALWORKS INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                        59-2248411
(State or other jurisdiction of               (IRS Employer Identification No.)
 incorporation or organization)

    239 ETHAN ALLEN HIGHWAY,                                06877
      RIDGEFIELD, CT                                     (Zip Code)
(Address of principal executive offices)

Registrant's telephone number, including area code: (203) 894-1300

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, PAR
VALUE $.001 (Title of each class)

                         ------------------------------

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to the
Form 10-K. [X]

     The aggregate market value of the common equity held by non-affiliates of
the registrant (assuming for these purposes, but without conceding, that all
executive officers and directors are "affiliates" of the Registrant) as of March
28, 2002 (based on the closing sale price of the registrant's common stock, par
value $.001 per share, as reported on The Nasdaq National Market on such date
($5.85)) was $223,477,061. There were 39,449,548 shares of common stock
outstanding as of March 28, 2002.



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     This Amendment No. 2 on Form 10-K/A to the registrant's Annual Report on
Form 10-K for the year ended December 31, 2001 is being filed to amend the table
entitled "Aggregate Option Exercises in Last Fiscal Year and Year-End Values" in
Item 11 to change the number of shares acquired on exercise in 2001 and
currently held by Joseph M. Walsh to 635,000 and the value realized to $285,750.
Other than the aforementioned change, all other information included in the
initial filing as amended by Amendment No. 1 on Form 10-K/A filed on April 30,
2002 is unchanged.

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                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 2 on
Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                 VITALWORKS INC.



                                 By: /s/ Joseph M. Walsh
                                     ------------------------------
Date:  May 10, 2002                  Joseph M. Walsh
                                     PRESIDENT, CHIEF EXECUTIVE OFFICER AND
                                     CHAIRMAN OF THE BOARD OF DIRECTORS

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities indicated on May 10, 2002.

SIGNATURE                                                 TITLE
---------                                                 -----
                *
___________________________________         President, Chief Executive Officer
         Joseph M. Walsh                    and Chairman of the Board of
                                            Directors (Principal Executive
                                            Officer)
                *
___________________________________         Executive Vice President, Chief
        Michael A. Manto                    Financial Officer and Director
                                            (Principal Financial and Accounting
                                            Officer)
                *
___________________________________         Chief Strategy Officer, Vice
   Stephen N. Kahane, M.D., M.S.            Chairman and Director

                *
___________________________________         Director
        Kenneth R. Adams

                *
___________________________________         Director
        Stephen J. DeNelsky

                *
___________________________________         Director
          David B. Shepherd


* By: /s/ Joseph M. Walsh
      ------------------------------
       Joseph M. Walsh
       Attorney-in-Fact